Investor Presentation

19 February 2015

Please note Poynting is in a

closed period until interim

results have been released

Poynting Shareholders

Compart transaction – selling loss-making businesses

and CEO leaving

What remains – Defence and Aucom

The future – good organic potential

ARA transaction – taking Poynting to the next level

Agenda

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Current share price: ~ R 1.80

Current market cap: ~ R 300m

Number of people: ~120

Poynting salient features

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Shareholder Number (m) % Number (m) %

Total issued shares (m) 162.6 100% 183.0 100%

Aucom (Villiers, Rudy, Tebogo) 60.0 37% 60.0 33%

PSG 30.8 19% 51.2 28%

Andre Fourie 20.0 12% 20.0 11%

Derek Nitch (Commercial CTO) 9.8 6% 9.8 5%

Juergen Dresel (CEO) 8.1 5% 8.1 4%

128.9 79% 149.3 82%

Investec 12.2 8% 12.2 7%

AFTER COMPART AFTER PREF CONVERSION

PSG - preference share

3 year redeemable, convertible preference share

Total subscription: R51m

Issued 30 June 2014

Pref dividends paid monthly: 72% * (prime + 3%) = 8.82%

Converts at any time at PSG’s election at R2.50

PSG - ordinary shares

December 2013: Invested R49m at R1.59 per share

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Compart transaction - rationale

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Compart business all loss-making

Doubt existed on how long it will take to turn around but

more importantly, how long before significant profit

contributor to the group

Alternative was closing some parts which would have

resulted in significant impairments

Results in much more focused group

Compart transaction

Sold all loss-making business (“Compart”) to Andre

Fourie for 14 m POY shares, effective 27 December 2014

Transaction implemented, Andre resigned as CEO and

from board and now running Compart

Shareholders meeting to be held early March 2015 to

finally conclude. [No risk; 79% irrevocables]

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Group Overview – BEFORE Compart sale

Defence Commercial CCS Digital TV

SkunkWorks

POYNTING HOLDINGS LTD

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Group Overview – AFTER Compart sale

Defence Digital TV

POYNTING HOLDINGS LTD

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Defence business

Specialised direction finding, jamming and

communication antennas – defence market

Niche, specialised products

Average price R140k, small quantity

High gross margins

Global business, 75%+ of sales outside of South Africa

Sell to system integrators who sell to defence forces

Long product lifecycle – good barrier to entry

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Defence business - financials

Profit history

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Rm 2006 2007 2008 2009 2010 2011 2012 2013 2014

8 yr

CAGR

3 yr

CAGR

Sales 9.3 11.6 12.7 17.5 30.5 37.1 34.7 47.4 76.7 30% 27%

Op. EBIT 2.9 1.4 2.1 1.0 7.7 11.5 6.0 10.2 19.3 26% 19%

PAT 5.7 9.1 15.8

Defence business - products

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Defence business - customers

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Digital TV business (Aucom)

Design broadcasting systems, then sell & implement the

equipment for television broadcasters

~50% Africa / 50% SA

Aucom expert in field of scarce skills;

Africa distributor for equipment world leaders

Acquired business 1 Jul‘13 (effective date 28 Feb’14) at

4 PE ratio, all in Poynting shares at 75cents per share

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Aucom - financials

Profit history:

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Cumulative profit warranty of R 38m

– 30 June 2014: R11.0m PAT (vs actual R13.8m PAT)

– 30 June 2015: R12.5m PAT

– 30 June 2016: R14.5m PAT

Rm

2011

actual

2012

actual

2013

actual

2014

actual

2014

guar.

2015

guar.

2016

guar.

CAGR

acquired

Revenue 55 53 199 104

Profit after tax 5 5 21 14 11 13 15 15%

Aucom - products

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Aucom - clients

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Aucom organic growth prospects

Growth:

– Digital TV migration is slow (state broadcasters) but

provides good opportunity for next 3-5years

– Numerous new private operators in Africa

– Adding more ‘maintenance’ revenue

– Chinese competes with aggressive funding –

evaluating potential lease and funding opportunity

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The Group future (organic)

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Defence 8 year compounded EBIT growth of 26%

Aucom profit warrantees implies growth of 15%

until 30 June 2017

Head office costs included few exceptional once-off

items; we are making it priority to contain costs

US footprint - strategic importance

United States defence budget larger than next 9 countries combined, 3x more than second largest spender (China)

Difficult to penetrate market:

Buy America Act, ITAR regulations Patriotism Defence curtain – US vs Other

Various acquisition opportunities evaluated over the last few

years Antenna Research Associates (ARA) – best opportunity we’ve

seen!

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ARA deal

Announced on SENS on 19 February 2015

Binding heads of agreement signed, subject to - Due diligence - Regulatory approval - Shareholder approval

Transaction

- US$ 5m cash to ARA vendors - 75,6 m Poynting shares (~US$ 12 m at current R 1.80 share

price)

- Total deal value US$ 17m (for US$ 1m expected PAT in year 1)

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ARA turnaround

Logen Thiran joined April 2014, CEO from 1 August 2014 Family fled Sri Lanka Alone to the USA, worked & studied Started & sold own start-up, American dream For last 9 years managed DRS defence business

($200m revenue , 5 facilities, >500 employees) Smart people! Big ambition, good relevant experience

Order pipeline shows improvement, business has turned

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Why ARA makes sense

We understand this business very well – this is what we do

US footprint – the land of milk & honey; first world

De-risk the current Poynting DS business (customer, geographic, manufacturing capability, fin. lumpiness)

Production, engineering and sales synergies (Limited product and client overlap)

Buy US company on the low end of defence spending cycle

Organic plan (excl. synergies) to build out business significantly, ARA management has bigger ambitions incl. US listing

Same values – good culture fit 22

POY shareholding after ARA transaction

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* Logen Thiran (ARA CEO) to own ~3% of Poynting. Currently owns 10.2% of ARA

Shareholder Number (m) % Number (m) % Number (m) %

Total issued shares (m) 162.6 100% 238.2 100% 258.6 100%

ARA shareholders* 75.6 32% 75.6 29%

Aucom vendors 60.0 37% 60.0 25% 60.0 23%

PSG Private Equity 30.8 19% 30.8 13% 51.2 20%

Andre Fourie 20.0 12% 20.0 8% 20.0 8%

Investec 12.2 8% 12.2 5% 12.2 5%

Juergen Dresel (POY CEO) 8.1 5% 8.1 3% 8.1 3%

AFTER ARA, after

pref conversionAFTER COMPART

AFTER ARA, before

pref conversion

ARA - products

Jamming ARA in Iraq

Pistol Grip SATCOM

Manpack Law Enforcement

Surveillance

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Radar / Monopulse

Weather Radar Marine

Flat Arrays for Radars Radar/

Positioner

Integrated System

Satcom

Predator

HRP-15

ARA is a world class supplier antenna systems to the military, commercial, and electromagnetic compatibility markets. “Creating The World's Most Remarkable Antennas Since 1963”

ARA - clients

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Thank You Q&A

www.poynting.co.za